Sec Form 3 Filing - Zanett Opportunity Fund, Ltd. @ CNS RESPONSE, INC. - 2012-02-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zanett Opportunity Fund, Ltd. 2. Issuer Name and Ticker or Trading Symbol CNS RESPONSE, INC. [ CNSO.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O APPLEBY SPURLING, CANON'S COURT, 22 VICTORIA ST. PO BOX HM 1179 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2012 (Street) HAMILTON, D0HM 1179 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Subordinated Secured Convertible Note due 2012 $ 0.1 11/17/2011 11/17/2012 Common Stock 2,500,000 D ( 1 ) Warrants $ 0.1 11/17/2011 11/17/2016 Common Stock 2,500,000 D ( 1 ) Subordinated Secured Convertible Note due 2013 $ 0.1 01/27/2012 01/27/2013 Common Stock 400,000 D ( 1 ) Warrants $ 0.1 01/27/2012 01/27/2017 Common Stock 400,000 D ( 1 ) Subordinated Unsecured Convertible Note due 2013 $ 0.1 02/29/2012 02/28/2013 Common Stock 900,000 D ( 1 ) Warrants $ 0.1 02/29/2012 02/27/2017 Common Stock 900,000 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zanett Opportunity Fund, Ltd. C/O APPLEBY SPURLING, CANON'S COURT 22 VICTORIA ST. PO BOX HM 1179 HAMILTON, D0HM 1179 X McAdoo Capital, Inc. 635 MADISON AVENUE 15TH FLOOR NEW YORK, NY10022 X Signatures /s/ Zachary McAdoo, President, McAdoo Capital, Inc., Investment Manager of Zanett Opportunity Fund, Ltd. 03/12/2012 Signature of Reporting Person Date /s/ Zachary McAdoo, President, McAdoo Capital, Inc. 03/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Zanett Opportunity Fund, Ltd. (the "Fund") owns the reported securities directly. McAdoo Capital, Inc. ("McAdoo Capital") may be deemed to have an indirect interest in these securities as investment manager of the Fund. McAdoo Capital disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the reporting of these securities by it shall not be deemed to be an admission that McAdoo Capital has beneficial ownership in such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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